Embed Size (px)
Citation preview
50
IV. Information on the Filing Company
1. Information on the Company’s Shares (1) Total number of shares, etc.
1) Total number of shares
Class Total number of shares authorized to be issued
Common stock 5,321,974,000
Total 5,321,974,000
2) Total number of shares issued
Class
As of the end of the current fiscal
year (March 31, 2017)
As of the submission date (June 22, 2017)
Stock exchange on which the
Company is listed Description
Common stock 1,596,282,800 1,596,282,800 First Section of the Tokyo Stock
Exchange
These are the Company’s standard shares with no restricted rights. One unit of stock constitutes 100 common shares.
Total 1,596,282,800 1,596,282,800 ― ―
(2) Status of the stock acquisition rights
Not applicable
(3) Status in the exercise of bonds with stock acquisition rights with exercise price amendment Not applicable
(4) Rights plans Not applicable
(5) Changes in the total number of shares issued and the amount of capital stock and other
(Millions of yen, unless otherwise stated)
Date
Changes in the total
number of shares issued (Thousands of
shares)
Balance of the total number
of shares issued
(Thousands of shares)
Changes in capital stock
Balance of capital stock
Changes in legal capital
surplus
Balance of legal capital
surplus
October 1, 2013 1,436,654 1,596,282 － 63,832 － 72,322
(Note) Pursuant to the resolution at the Board of Directors meeting held on June 21, 2013, the Company executed a stock split where each share of its common stock was split into 10 shares with October 1, 2013, as the effective date.
51
(6) Status of shareholders As of March 31, 2017
Classification
Status of shares (the number of minimum unit is 100 shares)
Status of shares
below unit (Shares)
Govern-ment and
local municipal-
ities
Japanese financial
institutions and
insurance companies
Financial instruments
business operators
Other Japanese
corporations
Foreign corporations, etc.
Individuals, others
Total
Others Individuals
Number of shareholders
― 36 60 117 356 9 13,950 14,528 ―
Number of shares held (Units)
― 1,275,487 109,721 12,040,411 681,632 215 1,855,199 15,962,665 16,300
Ratio of shares held (%)
― 7.99 0.69 75.43 4.27 0.00 11.62 100.00 ―
(Notes) 1. 29,668,592 shares of treasury stocks include 296,685 units in the “Individuals, others” box and 92 shares in the “Status of shares below unit” box.
2. The number of shares in the “Other Japanese corporations” box includes 30 units of shares under the name of Japan Securities Depository Center, Inc.
(7) Major shareholders
As of March 31, 2017
Name Address Number of shares
held (Thousands of shares)
Percentage of shares held to the total number of
issued shares (%) Mitsubishi UFJ Financial Group, Inc.
2-7-1 Marunouchi, Chiyoda-ku, Tokyo 588,723 36.88
Maruito Shokusan Co., Ltd. 1-2-3 Minato-machi, Naniwa-ku, Osaka City 273,467 17.13
Maruito Co., Ltd. 1-2-3 Minato-machi, Naniwa-ku, Osaka City 125,533 7.86
Foundation of Kinoshita Memorial Enterprise
6-2-14 Motomachi-dori, Chuo-ku, Kobe City 92,192 5.77
Maruito Shoten Co., Ltd. 1-2-3 Minato-machi, Naniwa-ku, Osaka City 38,733 2.42
General Incorporated Association Kyoeikai Trust Account
1-16-7 Ginza, Chuo-ku, Tokyo 32,598 2.04
Mitsubishi UFJ Trust and Banking Corporation (Standing proxy: The Master Trust Bank of Japan, Ltd.)
2-11-3 Hamamatsu-cho, Minato-ku, Tokyo 31,572 1.97
Shigeyoshi Kinoshita Minato-ku, Tokyo 30,007 1.87
NOBUKA CO., LTD. 1-2-3 Minato-machi, Naniwa-ku, Osaka City 30,000 1.87
Japan Trustee Services Bank, Ltd. (Trust account 4)
1-8-11 Harumi, Chuo-ku, Tokyo 26,822 1.68
Total ― 1,269,650 79.53
(Notes) 1. In addition to the shares above, the Company owns 29,668 thousand shares of treasury stocks (1.85%).
2. In “Number of shares held,” figures less than one thousand are truncated.
52
(8) Status of voting rights 1) Issued shares
As of March 31, 2017
Classification Number of shares
(Shares) Number of voting
rights (Units) Details
Shares without voting rights ― ― ―
Shares with limited voting rights (treasury stock, etc.)
― ― ―
Shares with limited voting rights (others)
― ― ―
Shares with full voting rights (treasury stock, etc.)
(Treasury stock) Common stock
29,668,500 ― ─
Shares with full voting rights (others)
Common stock 1,566,598,000
15,665,980 ─
Shares less than one unit Common stock
16,300 ― ─
Total number of shares issued 1,596,282,800 ― ―
Total voting rights held by all shareholders
― 15,665,980 ―
(Notes) 1. The number of shares of common stock in the “Shares with full voting rights (others)” box includes 3,000 shares (30 units of voting rights) held by Japan Securities Depository Center, Inc.
2. The number of shares of common stock in the “Shares less than one unit” box includes 92 shares of treasury stock held by the Company.
2) Treasury stock, etc.
As of March 31, 2017
Shareholder Address of shareholder
Number of shares held
under own name (Shares)
Number of shares held
under the names of others (Shares)
Total (Shares)
Percentage of shares held to
the total number of
issued shares (%)
(Treasury stock) ACOM CO.,
LTD.
1-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo
29,668,500 ― 29,668,500 1.85
Total ― 29,668,500 ― 29,668,500 1.85
(9) Details of stock option plans
Not applicable
53
2. Status of Acquisition of Treasury Stock, etc. Class of stocks, etc.: Common stock
(1) Status of the acquisition of treasury stock resolved at shareholders’ meetings
Not applicable
(2) Status of the acquisition of treasury stock resolved at the meetings of the Board of Directors
Not applicable
(3) Details of the acquisition of treasury stock not based on the resolutions of shareholders’ meetings or the
meetings of the Board of Directors Not applicable
(4) Status of the disposition and holding of acquired treasury stock
Category
Current fiscal year Current term
Number of shares
(shares)
Total amount disposed
(Thousands of yen)
Number of shares
(shares)
Total amount disposed
(Thousands of yen)
Acquired treasury stock for which subscribers were solicited
― ― ― ―
Acquired treasury stock that was disposed of
― ― ― ―
Treasury stock transferred due to merger, stock exchange or corporate separation
― ― ― ―
Others ― ― ― ―
Number of shares of treasury stock held 29,668,592 ― 29,668,592 ―
(Note) “The number of shares of treasury stock held” during the current term does not include the number of shares acquired for purchase of shares less than one unit from June 1, 2017, to the submission date of the Securities Report.
54
3. Basic Policy on Dividends With regard to the Company’s policy on dividends, we intend to ensure stable and continuous profit
distribution to the shareholders, taking into consideration the Company’s business performance and the shareholders’ equity as well as the business environment surrounding the Company.
We basically pay dividends twice a year: an interim dividend and a year-end dividend. The amount of interim dividend is decided by the Board of Directors, and that of year-end dividend is decided by the general meeting of shareholders.
Considering that increasing owners’ equity is our top-priority issue from the standpoint of improving the stability and safety of corporate management to realize our future growth strategy, we sincerely regret to advise our shareholders that the Company has decided to suspend the payment of dividends for this fiscal year.
The Group is committed to unified vigorous progress for the achievement of its long-term stable growth.
A provision to the effect that the Company may pay an interim dividend is provided for in the Articles of Incorporation.
4. Changes in Share Prices (1) Highest and lowest share prices by fiscal year during the recent five years
Fiscal Year 36th 37th 38th 39th 40th
Year end March 2013 March 2014 March 2015 March 2016 March 2017
Highest (yen) 2,735 4,945 ※ 420 497 699 643
Lowest (yen) 1,379 2,451 ※ 274 299 372 441
(Notes) 1. The highest and lowest share prices are marked on the first section of the Tokyo Stock Exchange. 2. The ※ mark indicates the highest and lowest ex-rights prices after the stock split (where each
share of common stock was split into 10 shares as of October 1, 2013). (2) Highest and lowest share prices by month during the recent six months
Month October
2016 November December
January 2017
February March
Highest (yen) 492 575 588 525 501 479
Lowest (yen) 452 462 496 469 461 441
(Note) The highest and lowest share prices are marked on the first section of the Tokyo Stock Exchange.
55
5. Directors and Company Auditors Male: 10, Female: – (Ratio of females to Directors and Company Auditors: –%)
Title Position Name Date of
birth Career summary Term
Number of shares of the
Company held
(Thousands)
Chairman, President & CEO
Shigeyoshi Kinoshita
April 14, 1949
April 1973 Joined Marubeni Corporation
(Note) 3 30,007
April 1978 Joined Japan Consumer Finance Co., Ltd.
December 1980
Joined the Company
February 1983
Director and Chief General Manager, General Affairs Dept. of the Company
May 1984 Director and Chief General Manager, Accounting Dept. of the Company
August 1986 Managing Director of the Company
June 1988 Managing Director and Head of Business Promotion Division of the Company
October 1991
Representative and Senior Managing Director of the Company
October 1992
Representative and Senior Managing Director, and Head of the Loan Sales Division of the Company
October 1996
Representative Director and Deputy President of the Company
June 2000 Representative Director and President of the Company
June 2003 President and Chief Executive Officer of the Company (to present)
June 2010 Chairman and President of the Company (to present)
56
Title Position Name Date of
birth Career summary Term
Number of shares of the
Company held
(Thousands)
Deputy Chairman
In Charge of: Compliance Dept. and Internal Audit Dept.
Kaoru Wachi December 9, 1955
April 1978 Joined The Mitsubishi Trust and Banking Corporation
(Note) 3 ―
April 2002 General Manager, Osaka Pension Business Division of The Mitsubishi Trust and Banking Corporation
May 2003 General Manager, Trust Business Division of The Bank of Tokyo-Mitsubishi, Ltd.
March 2004 General Manager, Trust Assets Planning Division of The Mitsubishi Trust and Banking Corporation
April 2004 General Manager, Asset Management and Administration Planning Div. of Mitsubishi Tokyo Financial Group, Inc.
June 2005 Executive Officer and General Manager, Asset Management and Administration Planning Div. of Mitsubishi Tokyo Financial Group, Inc.
June 2005 Executive Officer and General Manager, Trust Assets Planning Division of The Mitsubishi Trust and Banking Corporation
October 2005
Executive Officer and General Manager, Asset Management and Administration Planning Div. of Mitsubishi UFJ Financial Group, Inc.
October 2005
Executive Officer and General Manager, Trust Assets Planning Division of Mitsubishi UFJ Trust and Banking Corporation
June 2008 Director of Mitsubishi UFJ Financial Group, Inc.
June 2008 Managing Director of Mitsubishi UFJ Trust and Banking Corporation
June 2010 Senior Managing Director of Mitsubishi UFJ Trust and Banking Corporation
June 2011 Managing Officer and General Manager, Trust Assets Business Group of Mitsubishi UFJ Financial Group, Inc.
June 2012 Director and Deputy President of Mitsubishi UFJ Trust and Banking Corporation
June 2013 Representative Director and President of M.U. Trust Sougou Kanri Co., Ltd.
June 2014 Representative Director, President of The Master Trust Bank of Japan, Ltd.
June 2017 Deputy Chairman of the Company (to present)
57
Title Position Name Date of
birth Career summary Term
Number of shares of the
Company held
(Thousands)
Deputy President and Deputy CEO
In charge of: Human Resources Dept., Business Planning Dept. and System Development & Administration Division Special Mission on Innovation Planning
Masataka Kinoshita
September 19, 1977
September 2005
Joined the Company
(Note) 3 10,203
October 2009
General Manager, Credit Supervision Division of the Company
January 2010 General Manager, Corporate Planning Dept. of the Company
April 2010 General Manager, Guarantee Business Dept. of the Company
April 2012 General Manager, Business Promotion Dept. of the Company
April 2013 Chief General Manager, Business Planning Dept. of the Company
April 2014 Executive Officer and Chief General Manager, Business Planning Dept. of the Company
June 2014 Executive Managing Officer, Deputy Head of Credit Business Promotion Division and Chief General Manager, Business Planning Dept. of the Company
April 2015 Executive Managing Officer and Deputy Head of Credit Business Promotion Division of the Company
June 2015 Managing Director of the Company June 2015 Executive Managing Officer and
Head of Credit Business Promotion Division of the Company
June 2016 Executive Managing Officer of the Company
June 2017 Deputy President of the Company (to present)
June 2017 Deputy Chief Executive Officer of the Company (to present)
58
Title Position Name Date of
birth Career summary Term
Number of shares of the
Company held
(Thousands)
Senior Managing Director and Senior Executive Managing Officer
In charge of: Corporate Planning Dept., Finance Dept. and PR & IR Office
Teruyuki Sagehashi
October 27, 1955
December 1981
Joined the Company
(Note) 3 4
April 2002 General Manager, Corporate Management Dept. of the Company
June 2003 Chief General Manager, Human Resources Dept. of the Company
June 2004 General Manager, Internal Audit Dept. of the Company
April 2005 General Manager, Internal Audit Dept. of the Company
June 2005 Chief General Manager, Internal Audit Dept. of the Company
October 2005
Chief General Manager, Operation Risk Management Dept. of the Company
April 2007 Chief General Manager, Business Process Planning Dept. of the Company
April 2008 Executive Officer and Chief General Manager, Business Process Planning Dept. of the Company
April 2010 Executive Officer and Chief General Manager, System Dept. of the Company
June 2012 Executive Managing Officer and Chief General Manager, System Development & Administration Dept. of the Company
April 2014 Executive Managing Officer of the Company
June 2015 Managing Director of the Company June 2017 Senior Managing Director of the
Company (to present)
June 2017 Senior Executive Managing Officer of the Company (to present)
Managing Director and Executive Managing Officer
In charge of: Guarantee Business Dept.
Noriyoshi Watanabe
April 7, 1957
March 1982 Joined the Company
(Note) 3 4
April 2000 General Manager, Management Strategy Dept. of the Company
August 2001 Chief General Manager, Management Strategy Dept. of the Company
June 2003 Chief General Manager, Corporate Planning Dept. of the Company
April 2007 Chief General Manager, Marketing Dept. of the Company
December 2007
Executive Managing Officer of the Japan Financial Services Associations
April 2010 Chief General Manager, Marketing Dept. of the Company
April 2011 Chief General Manager, Business Planning Dept. of the Company
April 2012 Executive Officer and Chief General Manager, Business Planning Dept. of the Company
June 2012 Executive Officer and Chief General Manager, Corporate Planning Dept. of the Company
April 2017 Executive Managing Officer and Chief General Manager, Corporate Planning Dept. of the Company
June 2017 Managing Director of the Company (to present)
June 2017 Executive Managing Officer of the Company (to present)
59
Title Position Name Date of
birth Career summary Term
Number of shares of the
Company held
(Thousands)
Director
Atsushi Murakami
May 9, 1961
April 1984 Joined The Sanwa Bank, Ltd.
(Note) 3 ―
May 2010 General Manager, Consumer Finance Division, The Bank of Tokyo-Mitsubishi UFJ, Ltd.
May 2010 General Manager, Consumer Finance Planning Division, Mitsubishi UFJ Financial Group, Inc.
June 2010 Executive Officer and General Manager, Consumer Finance Division, The Bank of Tokyo-Mitsubishi UFJ, Ltd.
June 2010 Executive Officer and General Manager, Consumer Finance Planning Division, Mitsubishi UFJ Financial Group, Inc.
June 2011 Outside Director, JCB Co., Ltd. May 2012 Executive Officer and General Manager,
Retail Business Promotion Division, The Bank of Tokyo-Mitsubishi UFJ, Ltd.
May 2012 Executive Officer and General Manager, Retail Business Promotion Planning Division, Mitsubishi UFJ Financial Group, Inc.
May 2013 Executive Officer and General Manager, Retail Banking Planning Division, The Bank of Tokyo-Mitsubishi UFJ, Ltd.
May 2013 Executive Officer and General Manager, Retail Business Planning Division, Mitsubishi UFJ Financial Group, Inc.
May 2014 Managing Executive Officer, Deputy Chief Executive, Retail Banking Business Unit, The Bank of Tokyo-Mitsubishi UFJ, Ltd.
May 2014 Executive Officer, Mitsubishi UFJ Financial Group, Inc.
May 2015 Outside Director, Bank of Ayudhya Public Company Limited
May 2016 Managing Executive Officer, Chief Executive, Retail Banking Business Unit, The Bank of Tokyo-Mitsubishi UFJ, Ltd.
May 2016 Managing Executive Officer, Group Head, Retail Banking Business Group, Mitsubishi UFJ Financial Group, Inc. (to present)
June 2016 Director of the Company (to present) June 2016 Managing Director (representative
director), Chief Executive, Retail Banking Business Unit, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (to present)
60
Title Position Name Date of
birth Career summary Term
Number of shares of the
Company held
(Thousands)
Director serving as Member of Audit & Supervisory Committee (Full-time)
Kazuo Fukumoto
February 27, 1958
March 1980 Joined the Company
(Note) 4 10
April 2002 General Manager, Corporate Management Dept. of the Company
June 2003 Chief General Manager, Corporate Management Dept. of the Company
October 2005
Executive Officer and Chief General Manager, Corporate Management Dept. of the Company
April 2007 Executive Officer and Chief General Manager, Corporate Planning Dept. of the Company
June 2012 Executive Managing Officer and Head of Credit Business Promotion Division of the Company
June 2013 Managing Director of the Company June 2015 Executive Managing Officer of the
Company June 2017 Director serving as Member of Audit
& Supervisory Committee (Full-time) of the Company (to present)
Director serving as Member of Audit & Supervisory Committee (Full-time)
Tatsuya Ito February 10, 1958
April 1981 Joined Japan Development Bank
(Note) 4 ―
October 1999
Section Chief, Commerce & Logistics Department of Development Bank of Japan (DBJ)
March 2001 Section Chief, Environment & Energy Department of DBJ
March 2002 Deputy Manager, Environment & Energy Department of DBJ
March 2003 Deputy Manager, Kansai Branch of DBJ
March 2005 Deputy Manager, Environment & Energy Department of DBJ
July 2006 Deputy Manager, Manufacturing & Technology Department of DBJ
April 2007 Planning Counselor, Legal and Compliance Department of DBJ
February 2008
Registered as an attorney-at-law (Dai-Ichi Tokyo Bar Association) (to present)
October 2008
Planning Counselor, Legal Affairs & Compliance Department of Development Bank of Japan Inc. (DBJI)
July 2010 Temporary transfer to OKUNO & PARTNERS
July 2010 Joined OKUNO & PARTNERS July 2012 Planning Counselor, Legal Affairs &
Compliance Department of DBJI March 2013 Councilor, Legal Affairs &
Compliance Department of DBJI June 2015 Outside Company Auditor (Full-time)
of the Company June 2017 Director serving as Member of Audit
& Supervisory Committee (Full-time) of the Company (to present)
61
Title Position Name Date of
birth Career summary Term
Number of shares of the
Company held
(Thousands)
Director serving as Member of Audit & Supervisory Committee
Osamu Takada
October 12, 1950
April 1973 Joined Mitsubishi Corporation
(Note) 4 ―
October 1998
General Manager, Crude Oil Dept. of Mitsubishi Corporation
April 2001 General Manager, Utility Feedstock Dept. of Mitsubishi Corporation
April 2003 General Manager, Malaysia Project Unit of Mitsubishi Corporation
April 2005 SVP, Group Head for Energy and General Manager of Los Angeles Branch of Mitsubishi International Corporation
April 2006 Senior Vice President (Riji) of Mitsubishi Corporation, SVP, Group Head for Energy and General Manager of Los Angeles Branch of Mitsubishi International Corporation
April 2008 Senior Vice President (Riji) and General Manager of Tohoku Branch of Mitsubishi Corporation
April 2011 Advisor of CHIYODA SEKIYU CORPORATION (CSC)
May 2011 President and Chief Executive Officer of CSC
May 2014 Advisor of CSC
April 2015 Advisor of TOHOKU CHEMICAL CO., LTD.
June 2015 Outside Company Auditor of the Company
December 2015
Outside Director of TOHOKU CHEMICAL CO., LTD. (to present)
June 2017 Director serving as Member of Audit & Supervisory Committee of the Company (to present)
Director serving as Member of Audit & Supervisory Committee
Takashi Doi August 28, 1955
April 1987 Registered as an attorney-at-law (Daini Tokyo Bar Association) (to present)
(Note) 4 ―
April 2003 Chief, Inspection Office of Daini Tokyo Bar Association
April 2005 Director, Secretariat of Daini Tokyo Bar Association
April 2010 Vice President, Daini Tokyo Bar Association
April 2010 Managing Director, Japan Federation of Bar Associations
April 2010 Manager, Kanto Office of Japan Bar Association
June 2011 Outside Company Auditor of the Company
June 2012 Outside Company Auditor of ARATA CORPORATION (to present)
October 2016
Representative, Takashi Doi Law Office (to present)
June 2017 Director serving as Member of Audit & Supervisory Committee of the Company (to present)
Total 40,228
62
(Notes) 1. Amendments to the Articles of Incorporation were resolved at the Ordinary General Meeting of Shareholders held on June 22, 2017. Accordingly, the Company adopted the Audit & Supervisory Committee structure effective on the same date.
2. Directors serving as Members of Audit & Supervisory Committee, Tatsuya Ito, Osamu Takada, and Takashi Doi are all Outside Directors.
3. The term of office for Directors (excluding Directors serving as Members of Audit & Supervisory Committee) is from the end of the Ordinary General Meeting of Shareholders for the fiscal year ended March 31, 2017, to the conclusion of the Ordinary General Meeting of Shareholders for the fiscal year ending March 31, 2018.
4. The term of office for Directors serving as Members of Audit & Supervisory Committee is from the end of the Ordinary General Meeting of Shareholders for the fiscal year ended March 31, 2017, to the conclusion of the Ordinary General Meeting of Shareholders for the fiscal year ending March 31, 2019.
5. Representative Director and Deputy President Masataka Kinoshita is a biological son of Chairman and President Shigeyoshi Kinoshita.
6. We have an executive officer system in order to establish corporate structure to quickly and accurately respond to issues of management by expanding the scope of corporate governance, strengthened function of the Board of Directors, separating decision making from business execution, and enforcing the function of audit. Executive officers who are not Directors as of June 22, 2017, are as follows:
7. After the Japan Consumer Finance Inc. changed its company name to NSK Guarantee Inc. on April 1, 1980, ACOM CO., LTD. absorbed it on March 1, 1992.
8. Shares below one thousand shares have been truncated.
Title Name Position Executive Managing Officer
Michio Atsuda In charge of Overseas Business Dept.
Executive Managing Officer
Nobuyoshi Matsutani In charge of Treasury Dept. and General Affairs Dept. Vice in charge of Compliance Dept.
Executive Managing Officer
Tomomi Uchida
Head of Credit Business Promotion Division In charge of Business Promotion Dept., East Japan
Business Promotion Dept., West Japan Business Promotion Dept. and Compliance for Credit Business Promotion Office
Executive Managing Officer
Makoto Kondo In charge of Business Process Management Dept. and Corporate Risk Management Dept.
Executive Managing Officer
Yasuhiro Kamura
Head of Credit Supervision Division In charge of Credit Supervision Dept. I, Credit Supervision
Dept. II and Compliance for Credit Supervision Office Chief General Manager of Credit Supervision Dept. I
Executive Officer Yoshinori Matsubara Corporate Planning Dept. (Special Mission) Executive Officer Satoru Miyakawa Special Mission Executive Officer Michihito Onodera Chief General Manager of Guarantee Business Dept.
Executive Officer Tomoo Shikanoya Chief General Manager of System Development &
Administration Division
Executive Officer Masayuki Sone Chief General Manager of East Japan Business Promotion Dept.
Executive Officer Takashi Kiribuchi Chief General Manager of Corporate Planning Dept. Executive Officer Akihiro Kiyooka Chief General Manager of General Affairs Dept.
Executive Officer Yasuhide Doi Chief General Manager of Business Process Management Dept.
Executive Officer Masashi Yoshiba Chief General Manager of Compliance Dept. Executive Officer Kunihiro Shiba Guarantee Business Dept. (Special Mission)
63
6. Corporate Governance (1) Status of Corporate Governance
1) Corporate Governance Structure (i) An overview of corporate governance structure and reasons for employing said structure
The Company shifted from a company with a Board of Company Auditors to a company with an Audit & Supervisory Committee with the approval of the general meeting of shareholders held in June 2017.
Of the four Directors serving as Members of Audit & Supervisory Committee, three are Outside Directors, which ensures the independence of audits. Members of Audit & Supervisory Committee, who are selected by the Audit & Supervisory Committee, (hereinafter referred to as the “Selected Members of Audit & Supervisory Committee”) attend the Executive Officers’ Meeting and other important meetings and committee meetings, ensuring a system in which Members of Audit & Supervisory Committee can offer their opinions.
The reason for adopting the aforementioned corporate governance structure is as follows. The Company aims to establish a structure enabling swift decision-making by delegating decision-making on material business executions to directors from the Board of Directors. The Board of Directors aims to enhance its supervisory functions by thorough monitoring and other measures on delegated matters. The Company aims to improve the transparency and objectivity of its management by having an Audit & Supervisory Committee composed mainly of outside directors conduct audit and supervisory functions.
The organs installed by the Company are as follows: (A) Board of Directors
The Board of Directors of the Company consists of ten members, three of whom are Outside Directors, in order to speed up decision-making and ensure effective mutual monitoring among directors.
The Company has concluded a limited liability agreement with each of the five non-executive Directors (three of whom are Outside Directors), which limits the liability for damage under Article 423, Paragraph 1, of the Companies Act to the extent of the amount stipulated in the law, in accordance with the provision of Article 427, Paragraph 1, of the Act.
The Board decides important business management matters, such as management strategies and business planning, and also determines basic policies for building corporate governance and internal control systems, as well as delegates decision-making on matters related to the execution of business operations other than matters to be resolved at the Board of Directors to President and Director. The Board monitors and supervises the execution of duties of the respective Directors by thorough monitoring and other measures on delegated matters.
It meets at least once every quarter, in principle, and more as deemed necessary. (B) Audit & Supervisory Committee
The Audit & Supervisory Committee consists of four Members of Audit & Supervisory Committee, three of whom are Outside Directors.
It meets regularly to receive reports concerning important audit-related matters, hold discussions, and pass resolutions.
To support the Audit & Supervisory Committee’ duties, the Company established “the Administration for Audit & Supervisory Committee” and assigned persons to assist its duties. Employees to assist the Audit & Supervisory Committee will be exclusively in charge of work that assists the Audit & Supervisory Committee, and will not be subject to instructions and orders from the Directors (except for Directors serving as Members of Audit & Supervisory Committee) and other operational organizations. Decisions regarding assignment, transfer, evaluation and disciplinary action of such employees are made after consultation with the Audit & Supervisory Committee.
(C) Executive Officers
The company introduced an executive officer system in June 2003. The Board of Directors or the Executive Officers’ Meeting appoints executive officers, determines their function, lines of responsibility and authority, and delegates execution of operations to them. In these ways, decision-making and business execution are expedited, while supervision and execution functions are clearly separated.
64
The Company has nineteen executive officers, nine of whom are directors in office, and four of the ten members of the Board of Directors serve concurrently as executive officers. (D) Executive Officers’ Meeting
The Executive Officers’ Meeting consists of Representative Directors and executive officers who serve concurrently as directors. In the presence of Selected Members of Audit & Supervisory Committee, the Executive Officers’ Meeting discusses and makes decisions related to the execution of important business operations delegated by the Board of Directors to the President and Director, and deliberates management policies and management plans in advance for resolution at the Board of Directors Meeting in accordance with basic policies determined by the Board of Directors.
The Executive Officers’ Meeting assembles three times a month, in principle, and more as deemed necessary.
(E) Committees
(a) Compliance Committee The Compliance Committee consists of experts from outside the Company and Representative
Directors. In the presence of Selected Members of Audit & Supervisory Committee, it discusses and makes recommendations about the following compliance-related matters.
The Compliance Committee meets six times a year, in principle, and more as deemed necessary.
- Items relating to formulation, revision or abolishment of the ACOM Group Code of Ethics and Code of Conduct;
- Important items related to establishment and operation of compliance systems; - Items relating to formulation of basic plans; - Items relating to the correction of major violations, actions for improvement and
recurrence prevention measures; and - Important items related to other compliance issues.
(b) Risk Management Committee
The Risk Management Committee consists of Representative Directors and executive officers who serve concurrently as directors, etc. In the presence of Selected Members of Audit & Supervisory Committee, the Committee discusses and makes decisions on the matters related to risk evaluation, the matters related to risk management priority measures and other important items related to risk management. It also deliberates in advance the status of sustenance in general of the Company’s risk management approach for resolution at the Board of Directors Meeting.
The Risk Management Committee meets at least once every quarter, in principle, and more as deemed necessary.
(c) Financial Information Disclosure Committee
The Financial Information Disclosure Committee consists of executive officers who concurrently serve as directors in office that are in charge of the relevant departments. In the presence of Selected Members of Audit & Supervisory Committee, the Committee deliberates in advance the items related to the improvement of the financial disclosure system and the financial information to be disclosed for resolution at the Board of Directors Meeting, in order for the disclosure of the financial information to be made in accordance with the relevant laws in a timely and in an appropriate manner.
The Financial Information Disclosure Committee meets at least once every quarter, in principle, and more as deemed necessary.
(d) Appointment and Remuneration Committee
The Appointment and Remuneration Committee consists of five directors, including independent outside directors. The Committee deliberates in advance the appointment of candidates and remuneration for directors (excluding directors serving as members of Audit & Supervisory Committee) for resolution at the Board of Directors Meeting.
The Appointment and Remuneration Committee meets twice a year, in principle, and more as deemed necessary.
65
(ii) Corporate governance structure and internal control system structure (As of June 22, 2017)
Collaboration
■Execution
General Meeting of Shareholders
Board of Directors Audit & Supervisory Committee
Reporting
Appointment and Remuneration Committee
■Supervision
Compliance Committee
Financial Information Disclosure Committee
Risk Management Committee
President and Director(=President & CEO)
Reporting
Subsidiaries
Delegating
Executive Officers’ Meeting, etc.
Each Executive Officer concurrentlyserving as Director in office
Audit and Audit Support
Director in charge
Each department Internal Audit DepartmentAudit
Monitoring
66
(iii) Other corporate governance related matters (A) Basic stance on internal control system and the improvement of such system
The Company resolved as described below to improve its internal control system to ensure the appropriateness of its business activities, in accordance with Article 399-13, Paragraph 1, Item 1-(ii) and Item 1-(iii) of the Companies Act, as well as Article 110-4 of the Enforcement Regulations of the Companies Act.
The Company strives to periodically evaluate the status of improvement of the internal control system, take remedial measures as necessary, review the system to respond to changes in the business environment, etc. and improve the effectiveness of the internal control system.
[Basic Policy of Establishing ACOM Group’s Internal Control System] 1. System to ensure that execution of duties by the Directors and employees of the
Company and its subsidiaries complies with laws, regulations and the Articles of Incorporation of the Company (1) The Company regards compliance as the highest priority in the corporate
management, and establishes the ACOM Group Code of Ethics and Code of Conduct, while developing the rules for compliance and various internal rules and making employees fully aware of them.
(2) The Company and its subsidiaries establish a committee on compliance, etc. and place officers in charge of compliance and departments with across-the-board responsibilities for compliance.
(3) The Company and its subsidiaries formulate compliance plans, while managing their progress.
(4) The Company and its subsidiaries establish contact points for reporting and inquiry by employees concerning the act of violations or possible violations of compliance.
(5) In accordance with the ACOM Group Code of Ethics and the Company Group’s basic policy with respect to antisocial forces, the Company develops a system to prevent relations with antisocial forces and ensure appropriate business operations.
(6) In accordance with the Company Group’s basic policy for the internal control over financial reporting, the Company develops a system to ensure the accuracy and reliability of financial reporting. The Company also establishes a system to disclose financial information by setting up a Financial Information Disclosure Committee.
(7) The Company establishes an internal audit department and ensures its independence and specialties. It also develops an internal audit system in accordance with the rules on internal audit to ensure the soundness and appropriateness of its business activities. In order to contribute to the development of internal controls at the subsidiaries of the Company, an internal audit department of the Company audits the subsidiaries and assists the subsidiaries with their audits.
2. System concerning storage and management of information on the execution of duties
by Directors of the Company (1) In accordance with the rules for confidential information management and related
rules, the Company establishes procedures for managing documents related to the execution of duties by the Directors (including electromagnetic records), stores and manages such information in an appropriate manner, ensuring that such documents are available for inspection by directors when necessary.
(2) In order to maintain the appropriateness of information storage and management, the Company appoints personnel responsible for information security management, determines the roles of respective organizations, officers and employees, and stores and manages information in a systematic manner. The Company regularly verifies the status of information storage and management.
3. Rules concerning loss risk management and other systems of the Company and its
subsidiaries (1) The Company and its subsidiaries establish a system for proper and efficient risk
management in accordance with the rules for risk management.
67
(2) In order to manage risks in an integrated manner, the Company and its subsidiaries establish a committee on risk management, etc. and officers and responsible departments in charge of risk management.
(3) The Company and its subsidiaries establish a system to minimize economic losses and loss of credibility and to continue or swiftly resume business operations in cases where risks that may have significant internal or external impacts arise.
4. System to ensure efficient execution of duties by the Directors of the Company and its
subsidiaries (1) The Company formulates management policies and management plans of the
Company Group and carries out business management based on appropriate methods. (2) The Board of Directors delegates decision-making on matters related to the execution
of business operations other than matters to be resolved at the Board of Directors to President and Director. The Company establishes the Executive Officer’s Meeting presided over by President and Director to discuss and decide on delegated matters.
(3) The Company and its subsidiaries, based on internal rules, etc., determine the division of duties by each organization and the criteria of decision making for each position so as to make decisions more quickly and execute duties more efficiently.
5. System to ensure the propriety of business carried out by the group consisting of the
Company, parent company and subsidiaries (1) While maintaining independence as a publicly-traded company, the Company
coordinates with the parent company in accordance with the rules for consultation and reporting with the parent company. The Company also establishes the Group’s business management systems in accordance with the parent company’s policy for its group management so as to contribute to the appropriate business operations of both of the groups.
(2) The Company establishes departments for managing its subsidiaries, and manages its subsidiaries in accordance with the rules for management of subsidiaries, etc. The subsidiaries of the Company report important matters related to management and business execution to the Executive Officers’ Meeting of the Company.
6. System for employees to assist the Audit & Supervisory Committee of the Company in
the execution of their duties (1) The Company will establish the Administration for Audit & Supervisory Committee
to assist in the Audit & Supervisory Committee’s duties, and assign assistants for the Audit & Supervisory Committee.
(2) The number of employees to assist the Audit & Supervisory Committee and their requirements will be decided after discussion with the Audit & Supervisory Committee.
(3) Employees to assist the Audit & Supervisory Committee will be exclusively in charge of work that assists the Audit & Supervisory Committee, and will not be subject to instructions and orders from the Directors (except for Directors serving as Members of Audit & Supervisory Committee) and other operational organizations.
(4) Assignment, transfer, evaluation and disciplinary action of employees who assist the Audit & Supervisory Committee will be decided after discussion with the Audit & Supervisory Committee.
7. System for reporting to the Audit & Supervisory Committee of the Company
The Company reports the following matters at the Company and its subsidiaries to the Audit & Supervisory Committee. In addition, the Company will not treat any person who has reported to the Audit & Supervisory Committee unfavorably as a reprisal to such reports.
(i) Matters which may significantly damage the company (ii) Material breach of laws and regulations, etc. (iii) Implementation status and results of an internal audit
68
(iv) Status of whistleblowing and the details of cases reported (v) Other matters that the Audit & Supervisory Committee ask the company to report
8. Other systems to ensure that audits are effectively implemented by the Audit & Supervisory Committee of the Company (1) The Company will ensure a system that allows Members of Audit & Supervisory
Committee selected by the Audit & Supervisory Committee to: attend the Executive Officers’ meetings, and other important meetings and committees; and have access to the important documents concerning the execution of duties, such as statutory documents.
(2) President and Director will have regular meetings with Members of Audit & Supervisory Committee selected by the Audit & Supervisory Committee to exchange opinions on issues with which the Company should deal, issues concerning the execution of duties, and primary issues on audits. They will also take actions regarding the matters that the Audit & Supervisory Committee deems necessary to be addressed.
(3) Directors (except for Directors serving as Members of Audit & Supervisory Committee) and employees will respect the rules of the Audit & Supervisory Committee and other rules, including audit policies, and will cooperate with the Audit & Supervisory Committee for inspection and consultation requests.
(4) The internal audit department will establish a cooperation system with the Audit & Supervisory Committee in order to contribute to ensuring the effectiveness of audits by the Audit & Supervisory Committee.
(5) The Audit & Supervisory Committee specifies a budget for expenses acknowledged by the Audit & Supervisory Committee to be necessary for the execution of their duties. Any expenses expended urgently or extraordinarily beyond the budget can be claimed after the event.
(B) Development of risk management system
As the management environment surrounding the Company changes, risks to be managed are becoming more complex and diverse. Under such circumstance, the Company recognizes that one of the most important tasks of the management is to enhance and strengthen the Company’s risk management system in order to fully recognize risks, maintain the soundness of management, and stably secure profitability and growth.
The Company, under the Risk Management Committee, set basic matters concerning risk management as the Risk Management Regulations to clarify risks to be managed, departments and sections in charge of risk management, while comprehensively controlling and uniformly managing potential risks arising in execution of operations at the Corporate Risk Management Department, which comprehensively controls risks, in order to further enhance and strengthen the Company’s risk management system.
In addition, with respect to risk management for information assets, such as personal information, the Company, in compliance with its information security management regulations, implements a variety of counter-measures, such as appropriate safety management measures, against potential risks, and strives to secure information security organically and systematically by appointing information security management officers, and deciding the roles of each organization and each manager and employee.
2) Internal Audits and Audits by the Audit & Supervisory Committee
(i) Internal audits With an auditing staff of seventeen people, the Internal Audit Department verifies, evaluates, and
recommends ways to address problems pertaining to compliance status, including observance of relevant laws, internal control initiatives, and other activities of the Company’s business execution departments. In addition to ensuring conformity with various rules, the Department obtains an accurate understanding of the risks facing the Company. Based on this understanding, it conducts risk approach audits to evaluate the risk management stance of each relevant entity within the Company, and reports the results of such audits regularly to the Board of Directors and the Audit & Supervisory
69
Committee. In addition, the Internal Audit Department conducts direct audits of subsidiaries in the ACOM
Group and provides assistance to auditing staff of such subsidiaries, thus ensuring establishment of an effective Group auditing system.
(ii) Audits by the Audit & Supervisory Committee
Based on the Company’s auditing policies and auditing plans, the Audit & Supervisory Committee attends the Executive Officers’ Meeting and other important meetings and committees. Through examination of the Company’s business and financial situation, the Audit & Supervisory Committee audits the execution of business by directors (excluding directors serving as members of Audit & Supervisory Committee) and makes appropriate and timely suggestions and recommendations to facilitate establishment of legal compliance and business ethics protocols. In addition, the Audit & Supervisory Committee works together with the accounting auditors and the Internal Audit Department to ensure an accurate grasp of operating status and monitors and verifies the condition of internal control systems.
The Audit & Supervisory Committee endeavors to share information in the Group with company auditors of its subsidiaries through active communications with the directors and company auditors of the subsidiaries.
A Member of Audit & Supervisory Committee Kazuo Fukumoto has abundant knowledge about financial and accounting affairs with his experience of having served as Chief General Manager of the corporate planning and administration and accounting departments and Executive Officer of the Company, as well as Director in charge of accounting department after his assumption of office.
(iii) Collaboration between the Audit & Supervisory Committee and Accounting Auditors
The Audit & Supervisory Committee confirms the accounting auditors’ auditing plan for the relevant fiscal year, and receives audit reports and the overview and results of the audit. In addition, the Company promotes collaboration between the Audit & Supervisory Committee and the Accounting Auditors by having opinion exchange meetings when necessary, as well as being present at audits.
(iv) Collaboration between the Audit & Supervisory Committee and the Internal Audit Department
The Internal Audit Department has established a system for collaborating with the Audit & Supervisory Committee by reporting to the Audit & Supervisory Committee on the implementation status and results of internal audits, etc., in addition to consulting with the Audit & Supervisory Committee on annual audit plans in advance.
70
3) Outside Directors The Company has three Outside Directors. Their relationships with the Company are as shown in
the chart below. With respect to the standards for selecting candidates for independent outside directors, the
Company places emphasis on how the candidates satisfy the standards regarding the independency of independent directors stipulated by the Tokyo Stock Exchange and whether or not the candidates have extensive experience, deep insight, and advanced expertise.
Name of Outside
Director Relations with the Company
Tatsuya Ito
- No special interests in the Company - He has garnered rich experience and knowledge centered around
financial practice and corporate legal affairs through years of duty in the financial industry, the industry to which the Company belongs. He also has experience as an attorney-at-law. Therefore, the Company believes that its supervisory functions will be further reinforced by reflecting his strength in the management of the Company.
- As he has no potential conflict of interest with general shareholders and meets the independence requirements of the Tokyo Stock Exchange, he has been designated as an independent director.
Osamu Takada
- No special interests in the Company - He has rich experience and knowledge acquired through years of
duties at a trading company. He also has experience as a corporate manager and achievements as an Outside Director. Therefore, the Company believes that he can supervise the management of the Company and offer appropriate opinions from an external perspective.
- As he has no potential conflict of interest with general shareholders and meets the independence requirements of the Tokyo Stock Exchange, he has been designated as an independent director.
Takashi Doi
- No special interests in the Company - The Company believes that he can leverage his expert knowledge
and experience acquired through years of duties as an attorney-at-law in further reinforcing the audit system and corporate governance of the Company.
- As he has no potential conflict of interest with general shareholders and meets the independence requirements of the Tokyo Stock Exchange, he has been designated as an independent director.
71
4) Compensation to Directors and Company Auditors (i) Total amount of compensations by categories for the Filing Company, total amount of
compensations by type, and the number of paid officers
Category Total amount
(Millions of yen)
Total amount of compensations by type (Millions of yen) Number of
persons Basic salary Stock option Bonus
Retirement benefits
Directors (excluding Outside
Directors) 134 134 ― ― ― 7
Company Auditors (excluding Outside Company Auditors)
19 19 ― ― ― 1
Outside Directors and Outside Company
Auditors 51 51 ― ― ― 5
Total 205 205 ― ― ― 13
(Notes) 1. There are no employee-directors. 2. “Number of persons” represents the cumulative number of officers who received
compensation during the current fiscal year.
(ii) Total amount of consolidated compensations by Filing Company’s officers This is omitted as none of officers of the Filing Company received aggregated consolidated compensations of 100 million yen and above.
(iii) Policy concerning the decision on the amounts of compensations paid to officers
The Company determines the amount of compensations payable to Directors (excluding Directors serving as Members of Audit & Supervisory Committee) in consideration of business results and other factors, within the total amount of compensations resolved at shareholders’ meetings. The amount of compensation payable to Members of Audit & Supervisory Committee is determined at consultation with Members of Audit & Supervisory Committee in consideration of their duties and responsibilities, within the total amount of compensations resolved at shareholders’ meetings.
5) Status of securities held by the Company (i) The number of stock names and total value recorded in the balance sheet of investment securities
held for other than pure investment purposes Not applicable
(ii) Type of investment, name, the number of shares, total value recorded in the balance sheet, and
purpose of holding of individual investment securities held for other than pure investment purposes
Prior fiscal year: Special investment securities
Not applicable
Deemed shareholdings Not applicable
Current fiscal year:
Special investment securities Not applicable
Deemed shareholdings Not applicable
72
(iii) Total value recorded in the balance sheet, total dividend received, total gain or loss on sale, and total valuation gain or loss in the prior and current fiscal years of investment securities held for pure investment purposes
Category
Prior fiscal year
(Millions of yen)
Current fiscal year (Millions of yen)
Total value in balance sheet
Total value in balance sheet
Total dividend received
Total gain or loss on sale
Total valuation gain or loss
Non-listed securities 844 836 7 ― (Note)
Securities other than the above 0 0 ― 180 0
(Note) “Total valuation gain or loss” is not shown for non-listed securities, since they have no market value and it is considered extremely difficult to obtain the value of such securities.
(iv) Name, the number of shares and value recorded in the balance sheet of individual investment
securities, of which holding purpose has been changed from pure investment to other than pure investment
Not applicable
(v) Name, the number of shares and value recorded in the balance sheet of individual investment securities, of which holding purpose has been changed from other than pure investment to pure investment
Not applicable
6) Status of Accounting Audits (i) Names of Certified Public Accountants (CPAs) who audit the Company’s Accounts, the audit
corporation to which they belong, and their years of continuous audit service to the Company Designated employee, managing partner: Taiji Suzuki, Deloitte Touche Tohmatsu LLC Designated employee, managing partner: Hitoshi Torii, Deloitte Touche Tohmatsu LLC Designated employee, managing partner: Kunikazu Awashima, Deloitte Touche Tohmatsu LLC
*Since all three auditors have served ACOM for less than seven years, their years of service have been omitted.
*The abovementioned audit corporation has put mechanisms in place to prevent the managing partners from participating in the auditing of the Company’s accounts for longer than a certain period of time.
(ii) Breakdown of Team Auditing the Company’s Accounts
CPAs: 6 persons Assistant certified public accountants, etc.: 5 persons Other staffs: 21 persons
7) Resolution Requirement for Election of Directors
The Articles of Incorporation stipulate that the number of directors (excluding directors serving as members of Audit & Supervisory Committee) shall be ten or less and that the number of directors serving as members of Audit & Supervisory Committee shall be five or less.
The Articles of Incorporation stipulates that voting on resolutions for election of directors shall take place under the presence of shareholders who represent one-third or more of total voting rights, and the majority of the votes of those shareholders and those which are not contingent upon cumulative votes shall be the requisite for adoption of the resolution.
73
8) Purchase of Treasury Stock Pursuant to Article 165, Paragraph 2 of the Companies Act, the Company has included in its Articles
of Incorporation a clause allowing purchase of its own shares via the market, subject to a resolution of the Board of Directors. Such inclusion was made to permit flexible share buybacks according to the Company’s business and financial conditions and other circumstances.
9) Liability Exemption for Directors
To ensure that directors can adequately carry out the duties they are entrusted with, pursuant to Article 426, Paragraph 1 of the Companies Act, a provision has been included in the Articles of Incorporation to allow the exemption of Directors (including former Directors), by decision of the Board of Directors and within the limits allowed by the law, from liability resulting from dereliction of duty. 10) Interim Dividend
Pursuant to Article 454, Paragraph 5 of the Companies Act, the Company may, by a resolution of the Board of Directors, pay interim dividends each year with September 30 as the base date.
11) Special Resolutions at the General Meeting of Shareholders
For purpose of maintaining smooth operation of the General Meeting of Shareholders, the Articles of Incorporation stipulates that special resolutions pursuant to Article 309, Paragraph 2 of the Companies Act, shall be passed if at least two-thirds of voting rights are cast in favor, if shareholders representing at least one-third of eligible votes are present.
74
(2) Details of Compensation for Auditors 1) Details of Compensation for Certified Public Accountants
Category
Prior fiscal year Current fiscal year
Compensation in accordance with audit
certification (Thousands of yen)
Compensation in accordance with non-
audit certification (Thousands of yen)
Compensation in accordance with audit
certification (Thousands of yen)
Compensation in accordance with non-
audit certification (Thousands of yen)
The Filing Company 109,000 1,100 111,000 2,200
Consolidated subsidiaries 23,500 ― 23,500 ―
Total 132,500 1,100 134,500 2,200
2) Other important details concerning remuneration
(Prior fiscal year) EASY BUY Public Company Limited, a consolidated subsidiary of the Company, paid 8,673
thousand yen of compensation in accordance with audit certification to Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd., a company that belongs to the same network as Deloitte Touche Tohmatsu LLC.
(Current fiscal year) EASY BUY Public Company Limited, a consolidated subsidiary of the Company, paid 7,777
thousand yen of compensation in accordance with audit certification to Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd., a company that belongs to the same network as Deloitte Touche Tohmatsu LLC. 3) Details of non-audit work against the Filing Company by certified public accountants
(Prior fiscal year) The Company entrusted certified public accountants with the preparation of a comfort letter, which
are considered services other than the services prescribed in Article 2, Paragraph 1 of the Certified Public Accountant Act and paid compensation to them.
(Current fiscal year) The Company entrusted certified public accountants with the preparation of a comfort letter, which
are considered services other than the services prescribed in Article 2, Paragraph 1 of the Certified Public Accountant Act and paid compensation to them. 4) Policies concerning auditing remuneration
Not applicable
